Item 1.01.  Entry into a Material Definitive Agreement.
November Note Purchase Agreement
On November 4, 2020, Barings BDC, Inc. (the "Company") entered into a Note
Purchase Agreement (the "November NPA"), governing the issuance of (i) $62.5
million in aggregate principal amount of Series B senior unsecured notes
("Series B Notes") due November 4, 2025 with a fixed interest of 4.25% per year
and (ii) $112.5 million in aggregate principal amount of Series C senior
unsecured notes ("Series C Notes" and, collectively with the Series B Notes, the
"November Notes") due November 4, 2027 with a fixed interest of 4.75% per year,
in each case, to qualified institutional investors in a private placement. Each
stated interest rate is subject to a step up of (x) 0.75% per year, to the
extent the applicable November Notes do not satisfy certain investment grade
conditions and/or (y) 1.50% per year, to the extent the ratio of secured debt to
total assets exceed specified thresholds, measured as of each fiscal quarter
end. The November Notes are intended to be delivered and paid for on or about
November 5, 2020. The proceeds of the Notes may be used by the Company for
general corporate purposes, including to make investments and make distributions
permitted by the November NPA.
The November NPA contains certain representations and warranties, and various
covenants and reporting requirements customary for agreements of this type,
including, without limitation, information reporting, maintenance of the
Company's status as a BDC within the meaning of the 1940 Act, and certain
restrictions with respect to transactions with affiliates, fundamental changes,
changes of line of business, sanctions, liens, investments and restricted
payments. In addition, the November NPA contains the following financial
covenants: (a) maintaining a minimum obligors' net worth, measured as of each
fiscal quarter end; (b) maintaining at all times a 150% asset coverage ratio
(or, if greater, the statutory requirement then applicable to the Company); and
(c) not permitting the net debt to equity ratio to exceed 2.0x, measured as of
each fiscal quarter end.
The November NPA also contains customary events of default with customary cure
and notice periods, including, without limitation, nonpayment, incorrect
representation in any material respect, breach of covenant, cross-default under
other indebtedness or that of the Company's subsidiaries, certain judgements and
orders, and certain events of bankruptcy. Upon the occurrence of an event of
default, the holders of at least 66-2/3% in principal amount of the November
Notes at the time outstanding may declare all November Notes then outstanding to
be immediately due and payable. In addition, the Company is obligated to offer
to repay the November Notes at par if certain change in control events occur.
All optional prepayments made on or prior to the date that is six months prior
to the stated maturity date for the applicable November Notes are subject to a
make-whole.
The Company's obligations under the November NPA will be guaranteed by certain
of the Company's subsidiaries, and will be general unsecured obligations that
rank pari passu with all outstanding and future unsecured unsubordinated
indebtedness issued by the Company.
The description above is only a summary of the material provisions of the
November NPA and is qualified in its entirety by reference to a copy of the
November NPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
August Note Purchase Agreement Amendment
On November 4, 2020, in connection with the November NPA, the Company amended
(the "August NPA Amendment") its Note Purchase Agreement entered into on August
3, 2020, governing the issuance of (i) $50.0 million in aggregate principal
amount of Series A senior unsecured notes due August 2025 and (ii) up to $50.0
million in aggregate principal amount of additional senior unsecured notes (the
"Additional Notes") due August 2025, to reduce the aggregate principal amount of
the unissued Additional Notes from $50.0 million to $25.0 million.
The description above is only a summary of the material provisions of the August
NPA Amendment and is qualified in its entirety by reference to a copy of the
August NPA Amendment, which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and incorporated by reference herein.

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Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.                    Description
10.1                     Note Purchase Agreement by and between the Company and the purchase party
                       thereto, dated November 4, 2020

10.2                     Amendment No. 1 to     August 3, 2020     Note Purchase Agreement     by
                       and between the Company and the purchasers party thereto    , dated
                       November 4, 2020

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